-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WkeMifV+hfzzLkGxs6Ii45wDMBzR1y00idPloOE2IHOgrBnTDwSxbLlnsvnC3Zc2 kmHBBE6ZpGRRUedbAUBThg== 0001144204-10-025756.txt : 20100510 0001144204-10-025756.hdr.sgml : 20100510 20100510161447 ACCESSION NUMBER: 0001144204-10-025756 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100504 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20100510 DATE AS OF CHANGE: 20100510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDDLEBY CORP CENTRAL INDEX KEY: 0000769520 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 363352497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09973 FILM NUMBER: 10816422 BUSINESS ADDRESS: STREET 1: 1400 TOASTMASTER DRIVE CITY: ELGIN STATE: IL ZIP: 60120 BUSINESS PHONE: 8477413300 MAIL ADDRESS: STREET 1: 1400 TOASTMASTER DRIVE CITY: ELGIN STATE: IL ZIP: 60120 8-K 1 v184196_8-k.htm Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2010

THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Delaware
1-9973
36-3352497
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1400 Toastmaster Drive, Elgin, Illinois
60120
(Address of Principal Executive Offices)
(Zip Code)

(847) 741-3300
(Registrant’s telephone number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Item 5.07   Submission of Matters to a Vote of Security Holders.
 
On May 4, 2010, The Middleby Corporation (the “Company”) held its annual meeting of stockholders.  A total of 14,442,902 shares of common stock were present in person or by proxy, which represented approximately 77.79% of the shares entitled to vote and which constituted a quorum. The matters presented for a vote at the meeting and the related results were as follows:
 
1.  ELECTION OF DIRECTORS

Proposal one was the election of seven (7) directors.  The shares present were voted as follows:
 
Nominees
For
Against
Abstain
       
Selim A. Bassoul
9,686,243
4,747,800
8,859
Robert B. Lamb
13,221,118
1,218,108
3,676
Ryan Levenson
12,148,248
2,291,265
3,389
John R. Miller III
12,883,817
1,555,623
3,462
Gordon O’Brien
13,029,174
1,410,368
3,360
Philip G. Putnam
12,511,665
1,927,837
3,400
Sabin C. Streeter
13,207,391
1,232,506
3,005

Pursuant to the foregoing votes, all seven nominees listed above were elected to serve on the Company’s Board of Directors.

2. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

Proposal two was the ratification of Deloitte & Touche LLP as independent public accountant of the Company for the current fiscal year ending January 1, 2011.  The shares present were voted as follows:

FOR:    11,963,753
 
AGAINST:     2,475,005
 
ABSTAIN     4,144
 
Pursuant to the foregoing votes, the ratification of Deloitte & Touche LLP as the Company’s independent public accountant for the current fiscal year was approved.
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  
             

 
THE MIDDLEBY CORPORATION
  
     
       
Dated: May 10, 2010   
By:
/s/ Timothy J. FitzGerald  
    Timothy J. FitzGerald  
    Vice President and  
    Chief Financial Officer  

 
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